Terms And Conditions
Please read these Terms carefully before requesting and using the OpenDialog Cloud SaaS platform and Website.
August 7th, 2023
OpenDialog AI Ltd (hereinafter referred to collectively as “OpenDialog”, “we”, “our” or “us”) provides business owners, website operators, and other individuals with software tools, resources, and services that enable them to design, develop, launch, and manage conversational applications (hereinafter referred to cumulatively as the “Services”).
The host servers for the OpenDialog Cloud SaaS platform (hereinafter referred to as the “Servers”) are located exclusively within the European Union and the United Kingdom.
Your action in signing up to the Service signals your acceptance to being bound by these Terms.
If you do not accept these Terms and conditions, we kindly request that you exit this website, the OpenDialog Cloud SaaS platform and cease using the Services immediately.
OpenDialog may post updated versions of these Terms on this website or may otherwise provide notice to you that these Terms have been amended. OpenDialog will use reasonable efforts to make you aware of any changes to these Terms. OpenDialog may discontinue and/or restructure and/or amend any or all other aspects of the Services provided at its absolute discretion. All such changes shall become effective upon posting of the revised Terms on the OpenDialog website.
Your continued use of the Services following any amendment to the Terms will constitute your acceptance of those amendments. If you opt to discontinue using the Services due to any changes to the Terms made under this section, any amounts you may have prepaid for Services but did not use will not be refunded.
USE OF SERVICES AND SUPPORT
The Services are offered and are only available to individuals who have the minimum age requirement and/or legal entities which are capable of concluding a legally binding contract under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18 and/or to legal entities which are not lawfully formed. If you do not qualify for these reasons, the use of the Services provided by OpenDialog is expressly prohibited. By registering and using the Services, you represent that you meet the minimum age requirement and have the legal capacity to accept these Terms and to use the Services in accordance with these Terms.
- The Services enable organizations to create conversational applications that enable them to interact with their users through the exchange of messages, following a conversational paradigm.
- New users can request access in order to use the Services and create an account. You must provide true, accurate, current, and complete information as requested in the registration process. As part of the registration process, you are requested to designate an email address, username, and password for your OpenDialog account.
- You are solely and exclusively responsible for maintaining the security and confidentiality of your account username, passwords, and files. Do not reveal your account information (including your password) to anyone else. We cannot see your password; we can only help you reset it. You are responsible for all uses of your account and for the cost of Services obtained through your account or name. In case of any security breach of your account by any unauthorized third party, you are kindly requested to notify OpenDialog immediately in writing. OpenDialog shall not be held liable for any damages and/or losses arising out of any unauthorized use of your account.
- OpenDialog reserves the right to refuse registration of, or to cancel or suspend accounts for any reason at its absolute discretion at any time and without prior notice, whether temporarily or definitively, without being held liable towards you in this regard, notably in case of a breach of these Terms, or as a result of an injunction by a third party or competent authorities.
- You acknowledge and agree that OpenDialog provides no guarantee that messages sent using any Services will display properly on all recipients’ devices since messages can be treated differently by different interfaces. OpenDialog will, however, make every reasonable effort to ensure that all messages sent through our Servers follow industry-accepted standards.
- Users may use the support form in order to contact OpenDialog for any questions or queries. OpenDialog will exercise its best efforts in order to respond to users within three business days.
PAYMENTS - FINANCIAL TERMS
- Payment for the Services must be made inline with the terms set out in the Order Form.
- OpenDialog monitors and meters the number of conversations and the number of kilobytes of data transferred.
- OpenDialog may charge a fee to renew an account that has been deactivated due to non-payment, untimely authorization for payment, or any other customer’s fault.
- Invoices are payable without discount and upon receipt (unless otherwise stated on the invoice).
- Any delay in payment entitles us to immediately suspend access to your account and use of the Services and/or terminate your subscription. All amounts payable are quoted excluding taxes. You are liable for payment of any and all taxes related to the fees payable for the Services, or reimburse us in the event we have paid such amounts, for which you are personally responsible.
INTELLECTUAL PROPERTY, USER RESPONSIBILITIES AND RESTRICTIONS ON USE
- You acknowledge and agree that the Services, any software, documentation or data related to the Services (hereinafter the “Software”), the OpenDialog company name and logo, all related product and service names (including domain names), design marks, logos, photographs, and slogans, and all other material, including marketing content, comprising the Software or the Services, are the property of OpenDialog or its suppliers or other parties that have licensed their material to OpenDialog (collectively, the “Intellectual Property Rights” or “IPRs”). Unless stated otherwise, all IPRs are protected by virtue of the pertinent provisions of European, US and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Your use of the Services confers no title or ownership in the Services, the Software, or the rest IPRs and is not a transfer or assignment of any rights in the Services, the Software or the rest IPRs. All ownership rights remain with OpenDialog or its third party suppliers, as the case may be. You are not authorized to use any of the IPRs in any advertising, publicity, or any other commercial manner without the prior written consent of OpenDialog
- These Terms constitute an agreement for the provision of the Services. They do not grant a general and unlimited license to use the Software, but only those powers of use required for you to use the Services. Except to the extent that applicable laws dictate otherwise, you may not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover or detract the source code, object code, or underlying structure, ideas, or algorithms of the Services, or found at or through the Services or the Software; remove any proprietary notices or labels from the Services or any Software; reproduce or copy the Software or the Services or any part thereof; modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software. If you are using the Services in any country in the European Community or the United States, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling, or creating derivative works based on the Services or the Software does not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs or the US Copyright Act 1976, as amended.Further, you may not create and/or publish a database that contains significant sections of the Services; you may not introduce the Services in an index, frame or utilize framing techniques to enclose the Services in a website, enter a link for direct access from another site in its internal information, copy the Services to another server by creating image and promise rights towards any third party as of deriving from the Services. Besides, the undertaking of any actions aiming at bending or violating the security rules or terms of content use that are stipulated, applied or dictated by any kind of operability is inadmissible. You may not use the Services for accessing, copying, transferring, encoding or retransmitting content in violation of any law or any right of OpenDialog or third parties, as well as you may not remove, conceal or counterfeit the copyright notices, the trademark notices or notices of any kind of other exclusive rights of OpenDialog or third parties that are attached or included or accessed in combination with the Services or by means thereof. You must not access or use for any commercial purposes any part of the Services or any tools or materials available through the Services.
- It is OpenDialog standard principle of its policy to respect and protect the intellectual property rights of third parties. If you deem that through the Services any proprietary rights are being infringed, you may contact OpenDialog, by sending an email to [email protected]
- By accepting these Terms, you represent, covenant, and warrant that you will use the Services only in compliance with these Terms and all applicable laws as each time in force, including but not limited to policies and laws related to unsolicited communications, spamming, privacy, obscenity, or defamation. You agree that you will not access or otherwise use third party mailing lists or compile mailing lists through email harvesting in connection with preparing or distributing unsolicited emails to any third party. You also agree to indemnify and hold harmless OpenDialog against any and all damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to your use of the Services. In addition, you acknowledge that you are responsible for the content of any messages sent while using the Services. Although OpenDialog has no obligation to monitor or review the content provided by you or your use of the Services, OpenDialog has the right to do so, for the purposes of providing the Services to ensure compliance with these Terms, and to comply with any applicable law or other legal requirements. OpenDialog reserves the right, but is not obligated, to remove or disable access to any such content, at any time and without notice, at its absolute discretion in any case, indicatively mentioning the case OpenDialog considers any content to be objectionable or in violation of these Terms. OpenDialog has the right to investigate violations of these Terms or conduct that affects the provision of the Services. OpenDialog may also consult and cooperate with law enforcement authorities to prosecute users, who violate the law
- Our Services may only be used for lawful purposes. Transmission or solicitation of any material that (i) violates, any applicable law or regulation or would give rise to civil or other liability; (ii) is fraudulent, false, misleading or deceptive; (iii) is defamatory, obscene, pornographic, vulgar or offensive; (iv) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (v) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vi) promotes illegal or harmful activities or substances; or (vii) violates intellectual property laws or a third party’s intellectual property rights is prohibited.
- While using the Services, you may provide personal information, such as your name or contact information. OpenDialog may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Services, or to communicate separately with you.
- OpenDialog will not use your mailing lists or any other customer information for any purposes other than those related to the efficient provision of the Services. We don’t share, sell, rent, or loan your customer information with any other party. In addition, OpenDialog will not use your customer information for the purpose of sending unsolicited commercial emails
- You must not use the Services to distribute illegal contests, pyramid schemes, chain letters, multi-level marketing campaigns, or any other prohibited material
- You must not use the Services to initiate conversations that link to or display content that we deem inappropriate. Examples include, but are not limited to content that contains nudity, obscenity, gambling-related topics, pharmaceutical-related topics, illegal software, and viruses
- All rights not expressly granted are reserved.
- OpenDialog does not endorse, does not make any warranties and is not responsible for any data, software or other content and products or services available from Linked Sites or resources. You acknowledge and agree that OpenDialog shall not be held liable, directly or indirectly, for any damage or loss relating to the use of or reliance upon such data, software or other content.
- Where the Services refer through “links” or “hyperlinks” to Linked Sites, the owners and/or operators of these sites bear full (civil and criminal) responsibility for the security, legitimacy and validity of their site content, to the exclusion of any liability of OpenDialog. Indicatively, the Provider is not responsible, if the websites of third parties violate third party rights, if they are not safe or they are inaccurate, incomplete or misleading or if they contain viruses or other destructive programs. Visiting and accessing these Linked Sites occurs at your own responsibility and risk, without any involvement or liability of OpenDialog.
- OpenDialog does not store credit card details and it does not share customer details with any third parties, unless it is necessary for the provision of the Services or for billing purposes.
TERMINATION OF ACCOUNTS AND DATA DELETION
You may terminate these Terms at any time by contacting us through email at [email protected], or by sending written notice to OpenDialog AI Ltd., 7 Savoy Court, London, WC2R 0EX, United Kingdom. Correspondence must include your first name, last name, and your OpenDialog account details. No refunds will be issued if you terminate these Terms.
- OpenDialog may terminate these Terms or the provision of Services at any time with or without cause and with or without notice. OpenDialog shall have no liability towards you or any third party due to such termination. In case we terminate these Terms without cause, we will issue a prorated refund with respect to any unused credits. In case OpenDialog terminates these Terms due to any breach of these Terms or any applicable laws, no refund will be issued.
- If you do not log into your account for more than 365 days and there is no conversational activity through the bot, the account will become inactive. When at our sole discretion an account is classified as inactive, OpenDialog will flag that account as inactive. Inactive accounts have 30 days to become active or otherwise they are terminated.
- OpenDialog will delete any of your data on the date of termination. You are solely responsible for observing any statutory data retention requirements in your jurisdiction with respect to your business correspondence. All sections of these Terms that, by their nature, should survive termination will survive termination, including without limitation, ownership, warranties, disclaimers, limitations of liability, governing law and jurisdiction.
WARRANTIES, DISCLAIMER AND REMEDIES
Use of the Services and any reliance by you upon the Services, including any action taken by you because of such use or reliance, is at your sole risk. To the maximum extent permitted by law, OpenDialog does not warrant that the Services will be uninterrupted, accurate or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. The Services are provided “as is” and to the extent permitted by law. OpenDialog disclaims all warranties, express or implied, including (but not limited to) implied warranties of merchantability, fitness for a particular purpose and non-infringement.
Your sole and exclusive remedy for any failure or non-performance of the Services shall be for OpenDialog to use commercially reasonable efforts to adjust or repair the Services, or where such adjustment or repair is not feasible, for OpenDialog to either (at its absolute discretion) perform the Services again or provide you with a refund for the amount you actually paid to OpenDialog for the relevant Services.
LIMITATION OF LIABILITY
To the maximum extent permitted by law, under no circumstances shall OpenDialog AI Ltd or any of its affiliates, and/or subsidiaries, underlying service providers, business partners, information providers, account providers, licensors, employees, officers, managers, directors, contractors, distributors or agents (collectively referred to for purposes of this section as “ OpenDialog”) be liable to you or to any other person for any loss or damage (including but not limited to direct, indirect, exemplary, special, incidental, cover, reliance or consequential damages, loss of profits or revenue, business interruption, loss of data, or failure to realize anticipated savings or benefits or business opportunities), or for any claim by any other party.
OpenDialog exclusion of liability applies whether the claim is in contract, tort (including without limitation, negligence) or equity and even if OpenDialog has been notified of the possibility of such loss or damage.
You agree that OpenDialog liability to you at law will be reduced by the extent, if any, to which you contributed to the loss.
In the event that, notwithstanding the foregoing, OpenDialog is held liable towards you for damages from any cause whatsoever, and regardless of the form of the action (whether in contract, tort (including negligence), product liability, or otherwise), to the fullest extent permitted by law the liability of OpenDialog towards you will be limited to:
- the supplying of the Services again or the payment of the cost of having the Services supplied again or refund of fees actually paid for the Services.
- If any part or provision of these Terms is found to be invalid, unenforceable or void, that part or provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
- OpenDialog and you agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
- Failure or delay on the part of OpenDialog in exercising any right or remedy hereunder or enforcing these Terms shall not operate as a waiver thereof. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of OpenDialog. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
- No agency, partnership, joint venture, or employment is created as a result of these Terms and the provisions of the Services, and you do not have any authority of any kind to bind OpenDialog in any respect whatsoever.
- In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its costs and attorneys’ fees.
These Terms shall be governed by the laws of the United Kingdom. Any claim in connection with these Terms either in contract or in tort shall be brought before the competent courts of London, England.
It is understood that in order to use the Services, a modern browser, such as Edge 8+, Firefox 8+, Safari 14+ or Google Chrome 9+, is required, as well as a reliable connection to the Internet. The Services may work in a limited manner on other web browsers or earlier versions of the previously mentioned browsers. The Services were not designed for use on web browsers other than those recommended above.
OpenDialog excludes any liability for damage or loss suffered as a result of the inadequacy, dysfunction or incompatibility of your equipment with the Services and/or your failure to implement reasonable and necessary protection against harmful programs, devices or communications. OpenDialog excludes any liability for any disruption, damage and/or loss of data to your computer system as a result of downloading files from its website, or from any external website or document reached by using a hyperlink from within its website.
You are responsible to comply with all applicable laws and regulations to the processing of personal data in the country where they are collected, including, if applicable, European General Data Protection Regulation 2016/679 (GDPR).
For the avoidance of doubt, the Services are not intended for the processing of sensitive personal data. Therefore, uploading and processing of sensitive personal data through the Services without written permission by OpenDialog is not allowed. OpenDialog reserves the right but is not obligated, to remove or disable access to any such sensitive data, at any time and without notice, at its absolute discretion, in any case, indicatively mentioning the case OpenDialog considers that this term has been breached.
USE OF THE SERVICES
You will not violate or attempt to violate the security of our website or the Services. You will not hack into the website, OpenDialog computer systems, or the computer systems of other users of the Services. Hacking means unauthorized access, malicious damage, and/or interference, and includes without limitation, mail bombing, propagating viruses, worms, or other types of malicious programs, deliberate attempts to overload a computer system, and broadcast attacks or any other method designed to damage or interfere with the operation of a computer system or website.
AVAILABILITY OF THE WEBSITE AND SERVICES
From time to time, system down-time, either scheduled or unscheduled, may occur. OpenDialog will work within reason to ensure this amount of downtime is limited. OpenDialog will not be held liable for the consequences of any downtime.
Whilst every reasonable effort is made to ensure all the file attachments available to download directly from or via the Services are virus-free, we strongly recommend good practice in the use of up-to-date, professional standard anti-virus software when browsing and downloading files from any website. OpenDialog cannot guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used. You assume all risk of use of all programs and files associated with the Services, and you release OpenDialog entirely of all responsibility for any consequences of its use.
OpenDialog will not be liable for failure in the performance of obligations under these Terms by reason of strikes, riots, fire, explosions, acts of God, war, governmental action, or any other cause that is beyond OpenDialog reasonable control.
LAW COMPLIANCE AND OVERSEAS ACCESS
The Services may be accessed throughout the world. OpenDialog makes no representations that the Services comply with the laws, including intellectual property laws, of any country outside the United Kingdom. If you access the Services from outside the United Kingdom, you do so at your own risk and are responsible for compliance with the laws in the jurisdiction from which you access the site as well as to which you send emails to.
OpenDialog reserves the right to assign any of its rights and obligations arising out of the present to any third party, without any prior consent or approval.
OpenDialog AI Limited
7 Savoy Court, London
WC2R 0EX, United Kingdom